Manoj Vaibhav Gems N Jewellers Ltd Directors Report

To,

The Shareholders,

Your Directors are pleased to present the 36^th Annual Report on the business and operations of your Company along with the Audited Financial Statements for the Financial Year 2024-25.

Financial summary/highlights:

The financial performance of your Company for the year ended March 31, 2025 is summarized below:

(H in million)

Particulars	Current financial year 2024-25	Previous financial year 2023-24
Revenue from Operations	23,840.17	21,496.73
Other Income	134.25	114.20
Total Income	23,974.42	21,610.93
Profit before exceptional items, finance costs, depreciation and tax	1,645.41	1,502.23
Less: Depreciation and amortization expense	83.26	84.20
Profit before exceptional items, finance costs and tax	1,562.15	1,418.03
Less: Finance costs	399.76	445.53
Profit before exceptional items and tax	1,296.64	1,086.70
Add/ (Less): Exceptional Items	-	-
Profit before tax	1,296.64	1,086.70
Less: Tax Expense (Current & Deferred)
a. Current Tax	336.00	285.11
b. Deferred Tax	(5.08)	(7.66)
c. Short/(Excess) provision of earlier years	(38.49)	(0.01)
Profit for the year	1,004.21	809.26
Earnings per equity share
a. Basic	20.56	18.37
b. Diluted	20.56	18.37

1. State of the Companys Affairs

Your Company prepared its financial statements in accordance with applicable accounting principles in India, the applicable accounting standards prescribed under Section 133 of the Companies Act, 2013 (hereinafter referred as Act) read with the Companies (Accounts) Rules, 2014, other provisions of the Act and accounting principles generally accepted in India to the extent applicable.

During the year under review, total revenue from retail Jewellery sales has grown to 23,840 million from 21,496 million in the previous year i.e. an increase of 10.90% in retail operations. The Company consistently concentrating on retail sale of Jewellery focusing on rural market by following Hyperlocal Model with an object to expand the business and maximize the profits. Thus, the total income of the Company stood at 23,974 Million as compared to 21,610 Million in the previous year 2023-24 and thus the Company registered a growth of 10.94% in the financial year 2024-25.

Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) for the financial year 2024-25 is 1,645 Million and Profit Before Tax (PBT) for the year under review was 1,296 million as compared to EBITDA of 1,502 Million and Profit Before Tax (PBT) 1,086 Million reported last year. Net Profit of the Company for the year under review is 1,004 Million as compared to previous year Net Profit of 809 Million i.e. an increase of 24.09%.

The financial year 2024-25 has been an excellent year for your Company. During the financial year 2024-25, your Company opened 6 showrooms as per the objects mentioned in the prospectus. The total count of stores as on March 31, 2025 is 21 (Including 1 franchise stores).

During the year, company focused on increasing presence in Tier 2 and Tier 3 cities, in order to compete in the changing market conditions, Company has focused on variety of designs to meet the customer preferences.

2. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

No material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year and the date of this report.

3. Amounts, if any, which it proposes to carry to any reserves

During the year under review, no amount was transferred to any reserves of the Company. With a view to conserve the resources of the Company, the Board of Directors of the Company have not recommended any dividend for the financial year 2024-25.

4. Change in nature of business

There has been no change in the nature of business of your Company during the period under review.

5. Amount, if any, which it recommends should be paid by way of dividend

Your Board of directors does not recommend interim or final dividend for the financial year 2024-25 due to conservation of profits by the company.

6. Transfer of Unclaimed Dividend To Investor Education And Protection Fund

The provisions of Section 124(5) of the Act, do not apply to the Company as no dividend has been declared by the Company since its inception.

7. Share Capital as at March 31, 2025:

Sr. No.	Particulars	(H In million)
1.	Authorised Share Capital 5,50,00,000 Equity Shares of 10/- each	550.00
2.	Equity Shares at the beginning of the year: Issued, Subscribed & Paid-up Share Capital: 4,88,47,441 equity shares of 10/- each	488.47
3.	Equity Shares at the end of the year: Issued, Subscribed & Paid-up capital: 4,88,47,441 equity shares 10/- each	488.47

The Company had successfully completed its Initial Public Offering (IPO) during the financial year 2023-24, with a total issue size of 2,702 million. The IPO was comprised of a Fresh Issue of 97,67,441 equity shares aggregating to 2,100 million and an Offer for Sale of 28,00,000 equity shares aggregating to 602 million by the Promoter Selling Shareholder, G.B.M. Ratna Kumari (HUF).

The net proceeds from the Fresh Issue were intended to be utilized for:

Capital expenditure and inventory costs related to the establishment of eight (8) new showrooms and General corporate purposes.

As on March 31, 2025, the entire IPO proceeds have been fully utilized as per the objects of the Issue disclosed in the Prospectus of the Company. The Monitoring Agency has submitted its report on the full utilization of the IPO proceeds.

During the year under review, your Company has neither issued any shares with differential voting rights nor has granted any stock options or sweat equity shares.

8. Number of Meetings of the Board

During the year under review 5 (Five) Board Meetings were held and the maximum time-gap between two consecutive meetings did not exceed 120 days as prescribed in the Act and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards issued by ICSI. The details of the Board Meetings held and attendance of directors are provided in the Corporate Governance Report which forms part of Annual Report.

9. Details of directors or key managerial personnel who were appointed or have resigned during the year

There are no changes in the in the office of Director(s)/ Key Managerial Personnel(s) of the Company during the year under review.

10. Committees Composition & meetings

As required under the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (hereinafter referred as Listing Regulations) your Company has constituted various Committees. Further, the Board has also formed IPO Committee to review the IPO matters and to give necessary approvals as may be required. As all the IPO matters have been completed the IPO Committee was dissolved on May 30, 2024.

The following are the committees of the Board of Directors.

a. Audit Committee

Your Company has constituted the Audit Committee on August 02, 2022 in accordance with Section 177 of the Act and Listing Regulations. The following is the composition of the Audit Committee.

Sl. No.	Name of the Members	Designation in Committee
1.	Mr. Adabala Seshagiri Rao Independent Director	Chairperson
2.	Mr. Ramesh Babu Nemani Independent Director	Member
3.	Mrs. Sridevi Dasari Independent Director	Member
4.	Mrs. Sai Keerthana Grandhi Whole-Time Director & CFO	Member

All the recommendations of the Audit Committee have been accepted by the Board of Directors.

b. Nomination and Remuneration Committee

Your Company has constituted the Nomination and Remuneration Committee on August 02, 2022 in accordance with Section 178 of the Act and Listing Regulations. The following is the composition of the Nomination and Remuneration Committee.

Sl. No.	Name of the Members	Designation in Committee
1.	Mrs. Sridevi Dasari Independent Director	Chairperson
2.	Mr. Adabala Seshagiri Rao Independent Director	Member
3.	Mr. Ramesh Babu Nemani Independent Director	Member

c. Stakeholders Relationship Committee

Your Company has constituted the Stakeholders Relationship Committee on August 02, 2022 in accordance with Section 178 of the Act and Listing Regulations. The following is the composition of the Stakeholders Relationship Committee.

Sl. No.	Name of the Members	Designation in Committee
1.	Mr. Ramesh Babu Nemani Independent Director	Chairperson
2.	Mrs. Sridevi Dasari Independent Director	Member
3.	Mr. Adabala Seshagiri Rao Independent Director	Member
4.	Mrs. Sai Keerthana Grandhi Whole-Time Director & CFO	Member

d. Corporate Social Responsibility Committee

Your Company has reconstituted the Corporate Social Responsibility Committee on August 02, 2022 in accordance with Section 135 of the Act and

Listing Regulations. The following is the composition of the Corporate Social Responsibility Committee.

Sl. No.	Name of the Members	Designation in Committee
1.	Mrs. G.B.M. Ratna Kumari Chairperson & Managing Director	Chairperson
2.	Mrs. Sai Keerthana Grandhi Whole-Time Director & CFO	Member
3.	Mrs. Sai Sindhuri Grandhi Executive Director	Member
4.	Mrs. Sridevi Dasari Independent Director	Member

e. Risk Management Committee

Your Company has reconstituted the Risk Management Committee on September 04, 2023 in accordance with Regulation 21 of Listing Regulations. The following is the composition of the Risk Management Committee.

Sl. No.	Name of the Members	Designation in Committee
1.	Mrs. G.B.M. Ratna Kumari Chairperson & Managing Director	Chairperson
2.	Mrs. Sai Keerthana Grandhi Whole-Time Director & CFO	Member
3.	Mr. Ramesh Babu Nemani Independent Director	Member
4.	Mr. Gontla Rakhal Chief Operating Officer	Member

The meetings, attendance of members, role and terms of reference of Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, and Risk Management Committee and other details are provided in the Corporate Governance Report which forms part of Annual Report.

11. Policy on Directors appointment and remuneration and other matters

The Nomination and Remuneration Committee has been formed in compliance with Regulation 19 of Listing Regulations and pursuant to Section 178 of the Act.

The main object of this Committee is to identify persons who are qualified to become directors and who may be appointed in senior management of your Company, recommend to the Board their appointment and removal and shall carry out evaluation of Directors performance, recommend the remuneration package of the Executive and the Non-Executive Directors. The Committee reviews the remuneration package payable to Executive Director(s), makes appropriate recommendations to the Board and acts in terms of reference of the Board from time to time.

Pursuant to Section 178(3) of Companies Act 2013, and other applicable Provisions, the Company has in place a policy on appointment and remuneration of director, key managerial personnel and other employees and also criteria for determining qualifications, positive attributes, independence of director etc. duly approved by Board of Directors. The policy, inter alia, lays down the principles relating to appointment, cessation, remuneration and evaluation of directors, key managerial personnel and senior management personnel of the Company which is also placed on the Companys website. The link for accessing the policy is as given below also uploaded on the website of your Company and can be accessed at: www.vaibhavjewellers.com.

12. Annual evaluation of board performance and performance of its committees and individual directors

Pursuant to the provisions of the Act and Listing Regulations, the Board has carried out the annual performance evaluation of the Board, the directors individually as well as the evaluation of the Committees by fixing certain criteria duly approved by Nomination and Remuneration Committee and adopted by the Board.

A structured questionnaire, which covers various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, Board functioning and effectiveness, its obligations, Compliance of laws, rules and regulations and governance etc., has been used for these purposes.

The Board evaluation includes performance evaluation of Board of Directors and Board Committees which covers broad areas such as composition of Board, Board culture and information, board functioning and effectiveness. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairperson of the Board, who were evaluated on the parameters such as their contributions towards the growth and development of the Company, industry knowledge and skills, contributions to development of strategy and risk management policy, independence of Judgment, effective planning and control, compliance of laws and regulations etc.

Further, Independent Directors at their meeting held on February 06, 2025 evaluated the performance of Non-Independent Directors and Board as a whole. The Independent Directors also assessed the quality, frequency, and timeliness of flow of information between the Board and the management that is necessary for effective performance.

Further, the Board ensured that the evaluation of Directors was carried out without the participation of the Director who was subject to evaluation.

13. Familiarization / Orientation program for Independent Directors

The Company has adopted a familiarization programme for Independent Directors with an objective to familiarize Independent Directors with their roles and responsibilities, business operations, recent amendments in the acts and regulations, strategic and operating plans of the Company.

The familiarization programme also intends to update the Directors on a regular basis on any significant changes in key trends and risk universe applicable to your Companys business therein so as to be in a position to take well informed and timely decision.

The details of the familiarization programme undertaken have been uploaded on the Companys website and can be accessible at https://www.vaibhavjewellers.com/ investor-relations.

14. Directors Responsibility Statement

Pursuant to Section 134(3)(c) and 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures from the same;

(b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis;

(e) The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

15. Statement on declaration given by Independent Directors

The Company has received the declaration from all the Independent Directors affirming that they fulfill the criteria of Independence as stipulated under Section 149(6) of Act and Regulation 16 (b) of Listing Regulations to qualify as Independent Director as per Section 149 of Act, and other applicable provisions. There has been no change in the circumstances affecting their status as independent directors of the Company.

The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

Pursuant to the provisions of Act and Listing Regulations the Independent Directors held their meeting on February 06, 2025 with the presence of all Independent Directors and without the presence of non-independent directors and members of the management, inter alia, to discuss the following:

- Review of the performance of non-independent directors and the Board;

- Review of the performance of the Chairperson of the Company;

- Assessment of the quality, quantity and timeliness of flow of information to the Board;

In the opinion of the Board, all the Independent Directors of your Company possess integrity, experience, expertise, and the requisite proficiency required under all applicable laws and the policies of your Company.

16. Extract of Annual Return

Pursuant to the provisions of Section 134(3) and 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the draft Annual Return as on March 31, 2025 prepared in accordance with Section 92(3) of the Act is made available on the website of your Company. The link for the website is https://www.vaibhavjewellers.com/investor-relations.

17. Details about the policy developed and implemented by the company on Corporate Social Responsibility (CSR) initiatives

Your Company ensures that all CSR activities contributed to the overall growth of society in terms of social, economic, and environmental aspects, thereby creating a positive impact. In compliance with Section 135 of the Act, the Company has constituted a CSR Committee, formulated CSR policy and undertaken CSR activities, projects and programs as per the provisions of the Companies Act, 2013 and schedule VII and the rules made there under. The detailed policy is available in the website of the Company at https://www.vaibhavjewellers. com/investor-relations. Annual Report on CSR Activities as required is enclosed herewith as Annexure A.

18. Details in respect of frauds reported by auditors under sub-section (12) of section 143 other than those which are reportable to the central government

The Statutory and Secretarial Auditors of your Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re- enactment(s) for the time being in force).

19. Maintenance of cost records

The provisions under Section 148 (1) of Companies Act, 2013 and Rules made thereunder in relation to maintaining cost records are not applicable to your Company.

20. Auditors

a. Statutory Auditors

The Members of the Company at their 32^nd Annual General Meeting held on 30^th November, 2021 appointed M/s. Sagar & Associates, Chartered Accountants, (Firm Registration Number: 003510S and Peer Review No 011975) as Statutory Auditors of the Company, to hold the office for a period of five years from the conclusion of 32^nd Annual General Meeting i.e. from the financial year 2021-22 till the conclusion of 37^th Annual General Meeting to be held in the financial year 2025-26.

Statutory Auditors have expressed their unmodified opinion on the Audited Financial Statements and their reports do not contain any qualifications, reservations, adverse remarks, or disclaimers. The Auditors Report is enclosed with the financial statements forming part of this Annual Report.

b. Internal Auditors.

Pursuant to the provisions of Section 138 of the Act, your Company has appointed M/s. P A Naidu, & Associates, (Firm Reg. No: 016254S), Chartered Accountants, Visakhapatnam as Internal Auditor of the company for the financial year 2024-25.

c. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors re-appointed M/s. P.S. Rao & Associates,

Company Secretaries in Practice, Hyderabad as Secretarial Auditors of the Company to conduct Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit report issued by the Secretarial Auditor for the financial year 2024-25 forms part of this report and is annexed as Annexure B to the Directors Report.

Further, pursuant to amended Regulation 24A of SEBI Listing Regulations, and subject to your approval being sought at the ensuing AGM, M/s. P.S. Rao & Associates, Company Secretaries in Practice, Hyderabad (Peer reviewed certificate no. 6678/2025) has been appointed as a Secretarial Auditors to undertake the Secretarial Audit of your Company for a term of five (5) consecutive years from 2025-26 to 2029-30 to conduct the Secretarial Audit. Secretarial Auditors have confirmed that they are not disqualified to be appointed as a Secretarial Auditor and are eligible to hold office as Secretarial Auditor of your Company.

d. Cost Auditors

The appointment of Cost Auditors as specified under sub-section (1) of Section 148 of the Companies Act, 2013, is not applicable to the Company.

21. Explanation or comments on qualifications, reservations or adverse remarks or disclaimers made by the auditors in their report and explanation/ comments by the Board

There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their report.

Following are the comments of the Board on observations made by Secretarial Auditors in their Report: -

1. The Company has received a mail dated February 5, 2025 from SEBI seeking comments on their observation as hereunder:

• deviation in objects of the issue and usage of issue proceeds and

• deviation in the interim use of Net Proceeds as per Monitoring agency report for the quarter ended December, 2023.

The Company has submitted its replies on February 13, 2025. There has been no further communication from SEBI in the said regard.

2. The Company has received a mail dated February 5, 2025 from SEBI seeking comments on their observation as hereunder: The Company has received a query from NSE vide its mail dated February 6, 2025 on the observation i.e. Interim use of funds not being in line with SEBI (ICDR)

Regulations, forming part of the Monitoring Agency Report, issued by CARE Ratings Limited, for the quarter ended December, 2023. To the said query, the Company has submitted its reply on February 07, 2025, clarifying that the reported amount was kept as temporary deposit with the NBFC which was received back with interest before March 31, 2024. NSE sent another query vide its mail dated February 14, 2025, enquiring as to why it was not disclosed in the Statement of Deviation/Variation filed by the Company for the quarter ended December, 2023. The Company had replied on February 20, 2025 stating that since the said deposit does not fall under the utilization of IPO proceeds, it has not been reported as deviation and also the monitoring agency stated no deviation in its report. there has been no further communication from NSE.

22. Conservation of energy, technology absorption and foreign exchange earnings/outgo

The information required under Section 134(3) (m) of the Companies Act, 2013 and Rule 8(3) of the Companies (Accounts) Rules, 2014 are given hereunder:

A. Conservation of Energy

Your Company is committed to conserve energy in a more efficient and effective manner. As part of energy conservation, the company has installed solar panels and has implemented various in-house Green energy saving initiatives.

Rajamahendravaram showroom - Solar Panels

Solar Panels have been installed in Rajahmundry showroom to save energy, resulting which your Company has saved 21,183 kvah, which amounts to 2,38,309/- in the financial year 2024-25. Accordingly, your company was able to reduce Carbon emission (CO2) to around 22 Tons in the financial year 2024-25.

V Square - Smart Building Management System and Others

Your Company has installed Smart Building Management System, Smart Energy Meters, Flow meters and Temperature Sensors, New energy efficient cooling system, Energy efficient Condenser Water Pumps, Energy efficient Chilled Water Pumps, Load based operation using VFD (Variable Frequency Drives), High Side Optimization, Mitigation of water quality issues, High Side Optimization, Installation of pH meter and TDS meter, Low Side Optimization, VFDs for AHUs and Energy Efficient Lighting and Ventilation, at its flagship store at Visakhapatnam i.e. V Square.

The above mentioned equipment enabled the Company to save energy of around 5,10,651 kvah, which amounts to 54,69,072 and reduced Carbon Emission (CO2) upto 530 tons in the financial year 2024-25.

B. Technology Absorption

Your Company has not carried out any research and development activities during the year. The company uses indigenous developed software for its operations.

C. Foreign Exchange Earnings and Outgo:

i) Foreign Exchange earned in terms of actual inflows: 2.18 million

ii) Foreign Exchange Outgo in terms of actual outflows: Nil

23. Particulars of employees and remuneration

The number of employees as at March 31, 2025 was 1128. In terms of the provisions of Section 197(12) of the Act, read with Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is enclosed as Annexure C and forms part of this Report.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed as Annexure D and forms part of this Report.

24. Particulars of contracts or arrangements with related parties

All related party transactions which were entered during the Financial Year were in the ordinary course of business and on an arms length basis. All the Related Party Transactions are placed before the Audit Committee for prior approval, as required under the Act and Listing regulations. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis. Prior omnibus approval of the Audit Committee is obtained as per Listing Regulations for the transactions which are foreseeable and repetitive in nature.

Related party transactions entered during the financial year under review are disclosed in Note No. 43 to the Financial Statements of the Company for the financial year ended March 31, 2025.

The members of the Audit Committee abstained from discussing and voting in the transaction(s) in which they were interested.

The Company has not entered into any material contracts or arrangements or transactions with related parties. There were no materially significant Related Party Transactions made by the Company during the year that would have required shareholders approval under the Listing Regulations. All transactions with related parties are in accordance with the policy on related party transactions formulated by the Company.

The requisite details of the related party transactions are provided as Annexure E to the Directors Report in the format of AOC-2 in compliance with section 188 of Companies Act, 2013. Suitable disclosure as required by Ind AS-24 has been made in the notes to the Financial Statements. All Related Party Transactions were placed before the Board/Audit Committee for approval wherever required. Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, your Company has filed half yearly reports to the stock exchanges, for the related party transactions.

During the year, the Board in consultation with the Audit Committee had reviewed and approved the revised policy on dealing with related party transactions of the Company to make it align with the recent changes / amendments and in accordance with the current business scenario of the Company.

The web-link for accessing policy is: www.vaibhavjewellers.com.

25. Deposits

The Company has not accepted any public deposits under Section 73 & 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

26. Particulars of loans, guarantees or investments under section 186 of the Companies Act, 2013

No loans, guarantees or investments under section 186 of the Companies Act, 2013 made during the year.

27. Management Discussion and Analysis Report

Management Discussion and Analysis Report as prescribed in Schedule V of SEBI (Listing and Disclosure Requirements) Regulations, 2015 is enclosed as Annexure F to the Directors Report.

28. Dividend Distribution Policy

Pursuant to Regulation 43A of the SEBI Listing Regulations is available on the Companys website at www.vaibhavjewellers.com.

29. Compliance with the provisions relating to the Maternity Benefits Act, 1961

Your Company complies with the provisions of the Maternity Benefit Act, 1961, extending all statutory benefits to eligible women employees, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. Your company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

30. Details of significant and material orders passed by the regulators, courts and tribunals:

There are no significant and material orders passed by the regulators or Courts or Tribunals during the period impacting the going concern status and the Companys operations in future.

31. Subsidiaries, associates and joint ventures during the year 2024-25

Your Company does not have any Subsidiary or Joint venture or Associate Company as on the closure of the financial year and as on the date of this report. Further, no Company has become or ceased to be the Subsidiary or Joint venture or Associate of your Company during the financial year.

32. Corporate Governance

Pursuant to the provisions of Listing Regulations to the extent applicable, report on Corporate Governance for the financial year 2024-25 is enclosed as Annexure G to the Directors Report

33. Vigil mechanism / whistle blower policy

Pursuant to Section 177(9) of the Act, read with Rule 7 of Companies (Meetings of Board and its Powers) Rules 2014, and Listing Regulations, company established a Vigil Mechanism System and adopted a Whistle Blower Policy for directors and employees to enable them to report their concerns about unethical behavior, actual or suspected fraud, malpractices, or violation of the Companys code of conduct without any fear. The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. The Policy provides for adequate safeguards against victimization of employees who avail the mechanism and also provides for direct access to the Chairman of the Audit Committee. Mrs. Sai Keerthana Grandhi, Whole time Director & CFO is the Vigilance Officer to oversee the Vigil Mechanism System in the Company.

The details of the Policy are explained in the Corporate Governance Report and also posted on the website of your Company and the web link is https://www.vaibhavjewellers.com/investor-relations.

34. Statement in respect of the sexual harassment at workplace (prevention, prohibition and redressal) Act, 2013:

Your Company strongly supports the rights of all its employees to work in an environment that is free from all forms of harassment. The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Policy aims to provide protection to employees at workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee, to enquire into complaints of sexual harassment and recommend appropriate action.

During the year under review, there were no Complaints under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

35. Details of difference between the valuation done at the time of one time settlement and valuation done while taking loan from the banks or financial institutions along with reasons thereof

Not applicable (As there were no instances of one-time settlement with the Banks or financial institutions during the year under review)

36. Statement concerning development and implementation of risk management policy of the Company

The Company has in place a Risk Management Policy, aimed at

a) embed the management of risk as an integral part of our business processes;

b) establish an effective system of risk identification, analysis, evaluation and treatment within all areas and all levels of the Company;

c) avoid exposure to significant financial loss;

d) contribute to the achievement of the Companys objectives; and

e) assess the benefits and costs of implementation of available options and controls to manage risk.

In accordance with the provisions of Listing Regulations, the Board has formed a Risk Management Committee. Your Company has in place comprehensive risk management policy in order to maintain procedures and systems that enable us to effectively identify, monitor, control and respond to these risks. Risk management policy is also available on the company website at www.vaibhavjewellers.com

37. Compliance with Secretarial Standards

Your Company has complied with the applicable clauses of the Secretarial Standards (SS-1 and SS-2) issued by The Institute of Company Secretaries of India.

38. Details of application made or any proceeding pending under the insolvency and bankruptcy code, 2016 during the year along with their status as at the end of the financial year

During the year under review, neither any application was made nor does any proceeding stand pending under the Insolvency and Bankruptcy Code, 2016, as on March 31, 2025.

39. Details of adequacy of internal financial controls with reference to the financial statements

The Company maintains adequate internal control systems, policies and procedures for ensuring orderly and efficient conduct of the business. The Companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations. The designated system ensures that all transactions are authorised, recorded and reported correctly, timely preparation and reporting of reliable financial statements, safeguarding of assets and prevention and detection of fraud and errors.

The Audit Committee periodically reviews the internal control system to ensure that it remains effective and aligned with the business requirements of your Company. In addition, the Company has appointed Internal Auditor to regularly carry out review of the internal control systems and procedures. Our internal audit functions evaluate the adequacy and efficacy of internal systems on a continuous basis to ensure that business units comply with our policies, compliance requirements, and internal guidelines. During the year such controls and systems were tested and no material weaknesses in the design and operation were observed.

40. Code for Prevention of Insider Trading

Your Company has adopted a Code of Conduct and Code to Regulate, Monitor and Report.

Trading in your Companys shares by Designated Persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

The PIT Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing your Companys shares and sharing Unpublished Price Sensitive Information ("UPSI").

The PIT Code covers your Companys obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, your Company also has Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI).

During the year, the Board had reviewed and approved the revised Code of Conduct and Code to Regulate, Monitor and Report Trading by Designated Persons of the Company to make it align with the recent changes / amendments under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations. The same is also uploaded on the website of the Company at www.vaibhavjewellers.com

41. Green Initiative

As a responsible corporate citizen, your Company welcomes and supports the Green Initiative undertaken by the Ministry of Corporate Af f a irs, Government of India, enabling electronic delivery of documents including the Annual Report notices and any other communication to Members at their e-mail address registered with the Depository Participants and Registrar and Share Transfer Agents. Members who have not registered their e-mail addresses so far are requested to register the same.

42. Acknowledgements

Your directors take this opportunity to place on record their appreciation for the co-operation and support extended by all stakeholders including Shareholders, employees, customers, Bankers, vendors, Suppliers, investors, media, communities and other Business Associates.

Your directors also wish to place on record their deep sense of gratitude and appreciation for all the employees at all levels for their hard work, cooperation and dedication, commitment and their contribution towards achieving the goals of the Company.

Your directors also thank the Government of India, State Governments of Andhra Pradesh & Telangana, Governments of various States in India and concerned government departments/agencies for their co-operation.

By order of the Board of Directors
For Manoj Vaibhav Gems N Jewellers Limited
	Sd/-
	G.B.M. Ratna Kumari
Place: Visakhapatnam	Chairperson & Managing Director
Date: August 11,2025	DIN:00492520